EXHIBIT 10.29
  
  
                              RETAIL LEASE
  
  THIS RETAIL LEASE (the  Lease ) is made this 1st day of July, 1998
  by and between PINNACLE CITADEL LLC., an Arizona limited liability
  company ("Landlord"), and GIANT INDUSTRIES ARIZONA, INC., an Arizona
  corporation ("Tenant"). 
   
  Landlord hereby leases to Tenant and Tenant leases from Landlord
  for the term and upon the conditions and agreements set forth in this
  Lease a portion of the real property described on Exhibit A attached
  hereto, consisting of approximately 5,590 square feet of space consisting
  of the entire 2nd floor space along with the 1st floor front office, 1st
  floor closet, stair landing and stairwell together with any or all
  additional space used in connection with Tenant's business (the
  "Premises") in The Citadel (the "Center") along with six (6) covered
  parking spaces numbered 1 through 6, each located in the area cross-
  hatched on Exhibit B. The address of the premises is 8700 East Pinnacle
  Peak Road, Scottsdale, Arizona  85255.
  
              1. Term and Possession
  
  (a)  The term (the  Term ) of this Lease shall commence on the
  earlier of (i) the date possession is tendered by written notice to
  Tenant or (ii) the date on which the Tenant shall first use or occupy any
  part of the premises or (iii) the date a temporary certificate of
  occupancy for the Premises is issued by the City of Scottsdale (the
  "Commencement Date") and shall expire on July 31, 2003.  The Tenant's
  obligation to pay Rent (defined in Articles 2(d) below) shall begin on
  the Commencement Date (the  Rent Start Date"). The anticipated
  Commencement Date is July 1, 1998.  Upon request of either party after
  the term has commenced, Landlord and Tenant shall jointly execute a
  memorandum confirming the Commencement Date.  
   
  (b)  Upon the expiration or earlier termination of this Lease
  or upon the termination of Tenant's right of possession, whether by lapse
  of time or otherwise, Tenant shall at once surrender possession of the
  Premises to Landlord and remove all of Tenant's property as provided in
  Article 10. 
  
  (c)  Tenant shall have no right to hold over after the
  expiration of  this Lease without Landlord's prior written consent.  If,
  with Landlord's prior written consent, Tenant holds over after the
  expiration of this Lease, Tenant shall become a tenant from month to
  month only, upon all of the terms of this Lease except that Article 1(a)
  shall not apply and the amount of the Minimum Annual Rent (defined at
  Article 2(a) below) shall be increased to an amount equal to 125% of the
  Minimum Annual Rent in effect immediately prior to the expiration. 
  
   (d)   Provided Tenant has not been and/or Landlord has not deemed
   Tenant in default under this Lease, Tenant shall have the
   option, exercisable by written notice given to the Landlord
   at least 180 days prior to the expiration of the then
   current Term, to extend this Lease by one (1) successive
   period of five (5) years.  All the terms and conditions of
   this Lease, including, without limitation, Article 2(b),
   shall remain in full force and effect during the extended
   Term. As used herein, the word  Term  shall hereafter mean
   the Term as it may have been extended pursuant to this
   Article 1(d).(e)   
  
                      2. Rent
  
  (a)  Minimum Rent.  Tenant shall pay to Landlord during the
  Term at the office of Landlord, 23733 North Scottsdale Road, Scottsdale,
  AZ 85255, or at such other place as Landlord may designate, without
  notice, demand, deduction or set-off,  Minimum Annual Rent  in the amount
  of $111,800.00 per annum, subject to adjustment as provided in Article
  2(b), in equal monthly installments in advance on the first day of each
  calendar month with applicable transaction privilege or other similar
  sales tax.  In addition, Tenant shall pay the amount of $40.00 per month
  for each of the six (6) reserved covered parking spaces.  In the event
  the Rent Start Date does not occur on the first day of a calendar month,
  Tenant shall pay Rent on the Rent Start Date for the fractional month on
  a pro rata 30-day month basis. 
   
  (b)  Adjustments.  The Minimum Annual Rent shall be adjusted
  upwards as of each one (1) year anniversary of the Commencement Date (the 
  Adjustment Date ) as follows:
   
  (i)  Landlord shall ascertain the Consumer Price Index
  for All Urban Consumers - U.S. Cities Average - All Items (the "CPI")
  published by the United States Department of Labor, Bureau of Labor
  Statistics (1982-84 = 100) for the third full calendar month prior to the
  Commencement Date for the first year adjustment and the third full
  calendar month prior to the previous Adjustment Date for all following
  adjustments (the "Base Index") and for the third full calendar month
  prior to the Adjustment Date (the "Comparison Index"). 
   
  (ii) The Minimum Annual Rent commencing as of each
  Adjustment Date shall be equal to the Minimum Annual Rent in effect
  immediately preceding each Adjustment Date (the "Effective Minimum Annual
  Rent") times a fraction, the numerator of which is the Comparison Index
  associated with that Adjustment Date and the denominator of which is the
  Base Index, as illustrated in the following formula for the first (1st)
  Adjustment Date: 
   
     Adjusted Minimum  =  Effective Minimum  x    Comparison Index 
         Annual Rent         Annual Rent             Base Index 
   
  (iii)     Notwithstanding the foregoing, in no event shall
  the Minimum Annual Rent be adjusted downwards. When the Minimum Annual
  Rent payable as of each Adjustment Date is determined, Landlord shall
  promptly give Tenant written notice of such adjusted Minimum Annual Rent
  and the manner in which it was computed.  The Minimum Annual Rent as so
  adjusted from time to time shall be the "Minimum Annual Rent" for all
  purposes under this Lease.
   
  (iv) If at any time the CPI is no longer published or
  its manner of calculation is materially changed, Landlord may substitute
  a substitute index, reconciled to the month three (3) months prior to the
  Commencement Date, as reasonably reflects changes in the purchasing power
  of the dollar. 
  
   (c) Nature of Payments. All sums required to be paid by Tenant
  under this Lease, whether or not so designated, including, without
  limitation, Minimum Annual Rent and Tenant s Pro Rata Share of Operating
  Costs are  Rent  and shall be paid  without notice, demand, deduction, or
  set-off. 
   
  (d)  Late Charges and Interest.  Any amount due from Tenant to
  Landlord which is not paid when due shall bear interest at three percent
  in excess of the prime rate as established from time to time by the Bank
  of America Arizona (or, if such bank ceases to exist, such other
  comparable financial institution as reasonably determined by Landlord)
  from the due date until paid, but the payment of such interest shall not
  excuse or cure any default by Tenant under this Lease.  In addition, if
  any Rent or other payment is not paid within five days of its due date,
  then Tenant shall also pay to Landlord a late charge equal to ten percent
  of the amount of such payment. 
   
  
          3. Use
  
  (a)  Tenant shall continuously and uninterruptedly
  operate, use and occupy the Premises as an office and for no other
  purpose whatsoever.
   
  (b)  Tenant, its agents, employees and/or contractors shall,
  at Tenant s sole cost and expense, comply with the following: 
   
  (i)  Tenant shall not use or permit upon the Premises
  anything that would invalidate any policies of insurance now or hereafter
  carried on the Premises or that will increase the rate of insurance on
  the Premises or the Center; 
   
  (ii)  Tenant shall pay all additional insurance
  premiums which may be caused by the use which Tenant shall make of the
  Premises; 
  
  (iii)     Tenant shall not in any manner deface or injure
  the Premises or overload any floor of the Premises; 
   
  (iv) Tenant shall not conduct or permit any auction
  sale to be held on or about the Premises, whether such auction be
  voluntary or involuntary, or any sidewalk sale without the prior written
  consent of Landlord; 
  
  (v)  Tenant shall not do anything or permit anything to
  be done upon the Premises in any way tending to create a nuisance, or
  tending to disturb any other lessee in the Center or tending to injure
  the reputation of the Center, including, without limitation, the playing
  of music audible outside the Premises and the affixing or maintaining
  upon the glass panes or supports of the show windows or on or within 24"
  of any window, doors or exterior walls of the Premises, any signs,
  advertising placards, names, insignia, trademarks, descriptive material
  or any other like item(s) without having first received the written
  approval of Landlord as to the size, type, color, location, copy, nature
  and display qualities of any such item. All signs shall comply with City
  of Scottsdale sign ordinances and The Citadel sign criteria.
   
  (vi)  Tenant shall not display merchandise, advertise
  or solicit business on the sidewalks and other Common Areas (defined at
  Article 6(a) below) or place any handbills, bumper stickers or other
  advertising devices on any vehicle parked in the Common Areas of any
  other parking area of the Center;  
  
         (vii)      Tenant shall not use the Premises for lodging
         or sleeping 
   purposes;
  (viii)     Tenant shall not commit or suffer to be committed
  any waste upon the Premises; 
  (ix) Tenant shall not violate any recorded restriction
  or covenant affecting the Center, nor use the Premises for any purpose
  which would be in violation of any exclusive rights or use granted to
  other tenants in the Center.  Landlord shall not grant exclusive rights
  which would prohibit Tenant from exclusively using the Premises for the
  purposes stated in Article 4(a) above except for incidental uses
  ancillary to the main use of the other user. 
  
  (c)  Tenant shall provide and maintain sanitary receptacles
  within the Premises in which to place any refuse or trash.  Tenant shall
  cause such refuse or trash to be removed from the Premises to receptacles
  designated by Landlord as often as required to maintain a sanitary
  condition, but in no event less often than daily.  No grease or rubbish
  or hazardous waste shall be disposed of through any plumbing system. 
  Tenant shall sweep as needed and keep free of refuse all sidewalks
  immediately adjacent to the Premises if so directed by Landlord.  Tenant
  shall not allow the Premises to be infested with insects or vermin.
  
  (d)  Tenant shall use its best efforts to complete all
  deliveries, loading, unloading and services to the Premises before 10:00
  a.m. each day.  Tenant shall attempt to prevent any delivery trucks or
  other vehicles servicing the Premises from parking or standing in front
  of, or at the rear of, the Premises from 10:00 a.m. to 9:00 p.m. of each
  day.  Landlord reserves the right to further regulate the activities of
  Tenant in regard to deliveries to and servicing of the Premises, and
  Tenant agrees to abide by such further non-discriminatory regulations of
  Landlord. 
   
  (e)  Tenant, at Tenant's sole cost and expense, shall comply
  with all present and future federal, state and local laws, ordinances,
  orders, rules and regulations (collectively, "Laws"), and shall procure
  all permits, certificates, licenses and other authorizations required by
  applicable Law relating to Tenant's business or Tenant's use or occupancy
  of the Premises or Tenant's activities on the Premises.  Tenant shall
  make all reports and filings required by applicable Laws. 
  
  (f)  Tenant's Warranty as to Hazardous or Toxic Materials.
  Tenant shall not cause or permit any Hazardous Substances to be brought
  upon, kept or used in or about the Premises by Tenant, its agents,
  employees, contractors or invitees, except such incidental quantities of
  commonly used office supplies (such as copier fluid and typewriter
  correction fluids) and ordinary cleaning solvents, provided that all of
  the foregoing are only in such quantities as are normal for the permitted
  use of the Premises, are used in the manner for which they are designed
  and are at all times used, kept, and stored and disposed of in a manner
  that strictly complies with all laws regulating any such Hazardous
  Substances.  Any Hazardous Substances placed in or on the Premises by
  Tenant, its agents, employees, contractors or invitee shall remain the
  property of Tenant, notwithstanding anything in the Lease to the
  contrary.  Tenant shall not install any  underground storage tank  on the
  Premises, as such term is defined in 42 U.S.C. Section 66991 and the
  regulations promulgated thereto, as amended from time to time and
  including all pipes and conduiting relating thereto.  If Tenant breaches
  the covenants and obligations set forth herein, or if the presence of
  Hazardous Substances on, in or about the Premises caused by Tenant, its
  agents, employees, contractors or invitees, results in contamination of
  the Premises, then Tenant shall indemnify, defend and hold Landlord, its
  officers, employees, partners, agents and representatives, free and 
  harmless from and against any and all claims, judgments, penalties,
  fines, costs, liabilities and damages, (including, without limitation,
  sums paid in settlement of claims, attorneys' fees and expenses (through
  all levels of proceedings), consultants or experts fees) and all costs
  incurred in enforcing this indemnity which arise during or after the Term
  as a result of the presence of such Hazardous Substances or any
  contamination, damage or injury therefrom. This indemnification by Tenant
  includes, without limitation, any and all costs incurred in connection
  with any investigation of site conditions or any clean up, remedial,
  removal or restoration work required by any federal, state or local
  governmental agency or political subdivision because of the presence of
  such Hazardous Substances caused by Tenant, its agents, employees, or
  contractors in, on or about the Premises.  Tenant shall promptly take all
  actions, at its sole cost and expense, as are necessary to return the
  Premises to the condition existing prior to the introduction of any such
  Hazardous Substances, provided that Landlord's approval of such actions
  is first obtained.  Furthermore, Tenant shall immediately notify Landlord
  of any inquiry, test, investigation or enforcement proceeding by or
  against Tenant or the Premises concerning the presence of any Hazardous
  Substances.  Tenant acknowledges that Landlord, at Landlord's election,
  shall have the right to negotiate, defend, approve and appeal any action
  taken or order issued by any governmental authority with regard to any
  Hazardous Substances condition which Tenant is obligated hereunder to
  remediate.  The provisions of this Article 4(f) shall survive the
  expiration or sooner termination of the Term or of Tenant's right to
  possession, whether by lapse of time or otherwise. The term "Hazardous
  Substance" includes,  without limitation, any material or substance which
  is (i) defined or listed as a "hazardous waste", "extremely hazardous
  waste", "restrictive hazardous waste" or "hazardous substance" or
  considered a waste, condition of pollution or nuisance under any
  Environmental Law (as defined below); (ii) petroleum or a petroleum
  product or fraction thereof; (iii) asbestos; and/or (iv) substances known
  to cause cancer and/or reproductive toxicity.  The term "Environmental
  Law" shall mean any federal, state or local law, statute, ordinance,
  rule, regulation, order, consent, decree, judgment or common-law
  doctrine, interpretation thereof, and provisions and conditions of
  permits, licenses, plans, approvals and other operating authorizations
  whether currently in force or hereafter enacted relating to health,
  industrial hygiene or the environmental conditions on, under or about the
  Premises or the Center, including, without limitation, (i) the
  Comprehensive Environmental Response, Compensation and Liability Act of
  1980, 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and
  Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq.; (iii) the Federal
  Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq., as such
  laws are amended and the regulations and administrative codes applicable
  thereto.  It is the intent of the parties hereto to construe the terms
  "Hazardous Substance" and "Environmental Law" in their broadest sense. 
  
  (g)  Tenant shall keep its sign, exterior lighting and display
  windows lit during those hours that Landlord in its sole discretion may
  reasonably require.
  
  (h)  Tenant shall not use the Premises for any purpose other
  than as set forth in Article 4(a) and shall notify Landlord in writing
  of, and obtain Landlord s prior written consent to, any intended change
  in the nature of its activities or business conducted on the Premises and
  permitted by Article 4(a).
  
  
         4. Taxes
  
  (a)  Tenant shall pay, prior to delinquency, all taxes assessed
  against or levied upon Tenant's fixtures, furnishings, equipment and
  other personal property (the  Personalty ) located in or upon the
  Premises.  Tenant shall cause the Personalty to be assessed and billed
  separately from the real property of which the Premises form a part. In
  the event any or all of Tenant's Personalty shall be assessed and taxed
  with the real property of which the Premises or the Center are a part,
  Tenant shall pay to Landlord Tenant's share of such taxes within ten days
  after delivery to Tenant by Landlord of a statement in writing setting
  forth the amount of such taxes applicable to Tenant's Personalty. 
  
  (b)  Tenant shall, simultaneously with the payment of any sums
  required to be paid under this Lease as Rent, additional rent or
  otherwise, pay or reimburse Landlord for any sales, use, rental,
  transaction privilege or other excise tax imposed or levied on, or
  measured by, the amount paid.
  
  5. Common Areas
  
  (a)  All parking areas, access roads, driveways, pedestrian
  sidewalks and ramps, landscaped areas, drainage facilities, exterior
  lighting, signs, courtyards and other areas and improvements provided by
  Landlord for the general use in common of tenants, their officers,
  agents, employees, customers and other invites (collectively, the 
  "Common Areas") shall at all times be subject to the exclusive control
  and management of Landlord, and Landlord shall have the right from time
  to time to modify, enlarge or eliminate the same and to establish, modify
  and enforce reasonable rules and regulations with respect thereto.
  Tenant's right to use the Premises includes the non-exclusive right to
  use the areas designated from time to time by Landlord as the Common
  Areas. 
  
  (b)  Landlord shall at all times have the right to designate a
  particular parking area to be used by employees of Tenant and other
  occupants of the Center and any such designation may be changed by
  Landlord from time to time.  Tenant and its employees shall park their
  cars only in those portions of the Common Areas, if any, designated for
  that purpose by Landlord.  Tenant shall furnish Landlord from time to
  time with an accurate current list of its and all its employees'
  automobile license plate numbers within 15 days after taking possession
  of the Premises and thereafter within 15 days after any change in the
  accuracy of the list.  If Tenant or its employees fail to park their cars
  in designated parking areas, Landlord may charge Tenant $25.00 per day
  per car for each such violation and shall have the right to have any such
  car towed away.   
  
  6. Operating Costs, Real Property Taxes and Utilities
  
  (a)  Tenant shall pay as of the Rent Start Date to Landlord
  Tenant's pro rata share of all of the Center's operating costs consisting
  of the total cost and expense incurred in managing, operating,
  maintaining replacing and repairing the Center and its Common Areas
  including, without limitation, real property taxes and general and
  special assessments, wages, salaries and employee benefits of persons
  performing services in connection with the Center, utilities, parking lot
  sweeping, sealing, patching, re-striping and resurfacing; repairs,
  maintenance, and renewal of equipment and improvements, including roofs,
  public liability and property damage insurance, fire and extended
  coverage insurance, plate glass insurance and rent interruption
  insurance, supplies, materials, tools, parts, and equipment, equipment
  rental charges; bookkeeping, accounting, legal and other professional
  charges and expenses, fees for permits and licenses, administrative
  expenses, taxes, service and maintenance contracts, signage, advertising,
  marketing and landscaping, cleaning, window washing, lighting, painting,
  fire protection and fire hydrant charges, steam, water and sewer charges,
  gas electricity and telephone utility charges, supplying music to the
  Common Areas, depreciation of the cost of equipment used in operating and
  maintaining the Common Areas, or rent paid for leasing such equipment,
  Landlord s office rent or the fair market rental value of office space
  in the Center used by Landlord to manage, operate and maintain the Common
  Areas, security, etc., except that Tenant shall not pay any portion of
  any costs related solely to the operation and/or maintenance of the
  chiller tower which does not serve the Premises (collectively, the 
  Operating Costs ). Tenant's  Pro Rata Share of the Operating Costs  shall
  be the proportion that the area of the Premises bears to the total
  rentable area of all rentable space in the Center owned by the Landlord. 
   
  (b)  On the first day of each month (or such other regular
  cycle as Landlord may determine)Tenant shall pay a monthly advance charge
  on account of Tenant's Pro Rata Share of the Operating Costs.   The
  amount of the monthly charge shall be established by Landlord and may be
  adjusted from time to time by Landlord to reflect the actual cost. Within
  120 days after the end of each fiscal year as established for the Center
  by Landlord, Landlord shall provide to Tenant a reasonably detailed
  summary of the actual Operating Costs showing Tenant's actual share and
  the amount by which Tenant has overpaid or underpaid. Any overpayment
  shall be credited to Tenant's account. Any deficiency shall be payable
  within ten days after receipt of the statement. In the alternative,
  Landlord may, at its option during all or part of the Term, bill Tenant
  for its pro rata share of Operating Costs in arrears based on actual
  costs as they are incurred, in which case Tenant shall pay the invoice
  within ten days after receipt. However, Landlord s failure to provide
  such reasonably detailed summary of the actual Operating Costs showing
  Tenant's actual share and the amount by which Tenant has overpaid or
  underpaid by the date provided above shall in no way excuse Tenant from
  its obligation to pay its pro rata share of Operating Costs or constitute
  a waiver of Landlord s right to bill and collect such pro rata share of
  Operating Costs from Tenant in accordance with this Article 7(b).
   
  (c)  The operating costs for the fiscal year in which this
  Lease commences or terminates shall be apportioned so that Tenant shall
  not be responsible for costs that relate to periods prior to or
  subsequent to the term of this Lease except any period of holding over. 
   
  (d)  Tenant acknowledges that the utilities serving the
  Premises are metered along with the utilities for the entire building of
  which Premises are a part of.  Tenant shall be solely responsible to pay
  their proportionate share of said utilities (water & electrical) metered
  to said building within ten (10) days of receipt of billing from
  Landlord. Tenant s failure to timely pay its utility bills shall be
  deemed a material breach of this Lease and an event of default.
  Notwithstanding any other provision of this Lease, upon delivery of a
  written notice by Landlord to Tenant of such even of default for failure
  to pay such utility charges and Tenant s failure to cure said default
  within 3 days of the delivery of such notice, Landlord may terminate this
  Lease.
  
  7. Construction, Delivery, and Condition
  
  (a)  If delivery of possession of the Premises to Tenant is
  delayed beyond the anticipated Commencement Date because of a delay in
  the completion of construction of the Premises by Landlord or because of
  a failure of an existing tenant to surrender possession of the Premises
  to Landlord, then this Lease shall remain in full force and effect,
  Landlord shall not be liable to Tenant for any damage occasioned by
  delay, and the Commencement Date shall be changed to the date actual
  delivery of possession to Tenant is tendered. Notwithstanding the
  foregoing, if tender of possession is delayed more than 120 days after
  the anticipated Commencement Date as set forth in Article 1(a), Tenant,
  by written notice to Landlord, may terminate this Lease prior to taking
  possession, and upon such termination any Security Deposit shall be
  refunded and both Landlord and Tenant shall be released of all further
  obligation hereunder. 
   
  (b)  Tenant accepts the Premises AS IS, acknowledges that
  Landlord has made no representations or warranties with respect thereto
  and is relying solely upon Tenant s own independent factual, physical and
  legal investigation, tests and studies. No Improvements shall be
  constructed until approved plans and specifications have been attached
  to this Lease or otherwise accepted by both Landlord and Tenant. 
  Landlord will have final approval of all Improvements. 
   
  (c)  All Work shall be performed by licensed, bondable
  Contractors (defined below) approved in writing by Landlord, whose
  approval shall not be unreasonably withheld. The term  Contractor  as
  used herein includes subcontractors or other persons hired or retained
  by Tenant to construct improvements in the Premises. No Work shall be
  commenced until Landlord shall first have received from Tenant or its
  contractor a labor and materials payment bond issued by a responsible
  surety in form reasonably satisfactory to Landlord insuring that no
  mechanic's lien may be asserted against the Premises or the Center in
  connection with the Work. Landlord may post signs of non-responsibility
  around the Premises.
   
  (d)  Tenant shall have no right to enter the Premises and/or
  to perform the Work prior to the Commencement Date, without Landlord's
  written consent. If Landlord does so consent, Tenant shall comply with
  directions of the Landlord and shall not interfere with any of Landlord's
  construction activities. Any work performed by Tenant, or any fixtures,
  furnishings, equipment and other personal property moved onto the
  Premises, shall be at Tenant's own risk. Neither Landlord nor Landlord's
  agents or contractors shall be responsible to Tenant for damage or
  destruction of Tenant's work or property excepting damage or destruction
  occasioned by Landlord's own gross negligence. Tenant agrees to indemnify
  Landlord and hold Landlord harmless from and against claims made with
  respect to injuries to persons or damage or destruction of property of
  other persons moved onto the Premises prior to the Commencement Date. 
   
  (e)  Landlord has no obligation to design or construct
  improvements or to make alterations in the Premises.
   
  (f)  Upon the expiration or earlier termination of this Lease or
  upon the termination of Tenant's right of possession, whether by lapse
  of time or otherwise, Tenant shall, upon demand by the Landlord, at
  Landlord's option, at the Tenant's sole expense, forthwith remove any
  alterations, additions or improvements made by Tenant, designated by
  Landlord to be removed, and Tenant shall, forthwith at its sole cost and
  expense, repair any damage to the Premises caused by such removal and
  restore the Premises to a condition reasonably comparable to their
  condition at the commencement of the Lease.  If not so demanded by the
  Landlord, then any alterations, additions or improvements to the
  Premises, including signs, but not including movable furniture and trade
  fixtures, shall at the expiration or earlier termination of this Lease
  or upon the termination of Tenant's right of possession, whether by lapse
  of time or otherwise, become a part of the realty and belong to Landlord.
             
  8. Repair and Maintenance
  
  (a)  Tenant shall, at Tenant s sole cost and expense, as of the
  Commencement Date maintain the Premises and the improvements thereon
  (including without limitation all heating, air conditioning, ventilation,
  electrical and plumbing systems serving the Premises, all signs, locks,
  doors and door frames), in good condition and repair. All exterior and
  interior glass in the Premises shall be maintained by Tenant and any
  glass broken shall be promptly replaced by Tenant at its expense with
  glass of the same kind, size and quality.  If Tenant does not do so,
  Landlord may, but need not, make any such repairs and replacements, and
  Tenant shall pay Landlord the cost upon demand.  Tenant hereby waives all
  right, if any, to make repairs at the expense of Landlord. 
  
  (b)  Subject to the provisions of Article 7, Landlord shall
  repair and maintain the Common Areas, the roof and exterior of the
  Premises and all utility lines below grade or in the Common Areas.
  Landlord shall not be responsible to make any repairs or perform any
  maintenance unless written notice of the need for such repairs or
  maintenance is given by Tenant and Landlord determines, in good faith,
  that such need does exist. Except in the case of a fire or casualty as
  provided in Article 13 or in the event of  a business interruption caused
  solely by Landlord s gross negligence which exceeds 14 days, there shall
  be no abatement of Rent and no liability of Landlord by reason of any
  entry to the Premises, interruption of services or facilities, temporary
  closure of Common Areas, or interference with Tenant's business arising
  from the making of any repairs or maintenance.  
  
  9. Alterations and Personal Property
  
  Tenant shall not make or suffer to be made any alterations,
  additions or improvements to the Premises, including signs, without the
  prior written consent of Landlord of which consent shall not be
  unreasonably withheld, but which shall not be required to be given until
  Landlord has actually received a copy of Tenant s building permit and
  plans (interior and exterior). Landlord may condition its consent upon
  provision of a payment bond, in amount and form reasonably satisfactory
  to Landlord, covering the work to be done by Tenant's contractor. Tenant
  shall not install any antenna, satellite dish or other fixture or
  equipment on the roof or in the Common Areas. In the event Landlord
  consents to the making of any alterations, additions or improvements to
  the Premises by Tenant, they shall be made by Tenant at Tenant's sole
  cost and expense and any contractor or person selected by Tenant to
  perform the work must first be approved in writing by Landlord. Tenant
  shall not permit any mechanic's or materialmen's lien to stand against
  the Premises for any labor or materials provided to the Premises by any
  contractor or other person hired or retained by Tenant. Tenant shall
  cause any such lien to be discharged (by bonding or otherwise) within ten
  days after demand by Landlord, and if it is not discharged within ten
  days, Landlord may, in addition to all other remedies for an event of
  default, pay or otherwise discharge the lien and immediately recover all
  amounts so expended from Tenant as Rent. Upon the expiration or earlier
  termination of this Lease or upon the termination of Tenant's right of
  possession, whether by lapse of time or otherwise, Tenant shall, upon
  demand by Landlord, at Landlord's option, at Tenant's sole cost and
  expense, forthwith remove any alterations, additions or improvements made
  by Tenant, designated by Landlord to be removed, and Tenant shall,
  forthwith at its sole cost and expense, repair any damage to the Premises
  caused by such removal and restore the Premises to a condition reasonably
  comparable to their condition at the commencement of the Lease. If not
  so demanded by Landlord, then any alterations, additions or improvements
  to the Premises, including signs, but not including movable furniture and
  trade fixtures, shall, upon the expiration or earlier termination of this
  Lease or upon the termination of Tenant's right of possession, whether
  by lapse of time or otherwise, become a part of the realty and belong to
  Landlord.  
  
  10. Certain Rights Reserved by Landlord
  
  Landlord shall have the right: 
   
  (i)  To change the Center's name or street address; 
   
  (ii) To enter the Premises either personally or by designated
  representative at all reasonable times during normal business hours or
  other hours with prior notification for the purpose of examining or
  inspecting the same, showing the same to prospective purchasers or
  lessees, or performing any repairs, construction or alteration in
  relation to the Center or which is Landlord's responsibility under this
  Lease. Landlord shall be permitted to do any of the above without any
  rebate of Rent and without any liability to Tenant for any loss of
  occupation or quiet enjoyment of the Premises thereby occasioned. Tenant
  shall provide Landlord with a key to the Premises for purposes of
  emergency entry by Landlord or its agents. Use of this key is to be
  restricted to emergency situations or as permitted by Tenant hereunder.
   
  (iii)     To grant to anyone the exclusive right to conduct any
  business or render any service in or to the Center, provided such
  exclusive right shall not operate to exclude Tenant from the use
  expressly permitted under Article 4. 
   
  None of the rights specified above shall be construed or
  otherwise considered as a waiver of any rights Landlord may have under
  this Lease, at law or in equity or otherwise. 
  
  11. Damage to Property; Injury to Persons; Insurance;
  Indemnity
  
  (a)  Tenant shall defend, indemnify and hold Landlord harmless,
  regardless of fault or negligence which is imputed to Landlord as the
  owner of Center, from any and all claims costs, liability, damage or
  expense, including reasonable attorneys' fees, for any death, damage or
  injury to persons or property occurring on the Premises and resulting in
  whole or in part from (i) any misrepresentation, breach of warranty or
  nonfulfillment of any agreement on the part of Tenant contained in this
  Lease, (ii) any act, omission or condition for which Tenant is solely
  responsible under the Lease, (iii) any work of construction, improvement
  or demolition controlled by or subject to the control of Tenant, (iv) the
  negligence of Tenant, its agents, employees or contractors, (v) Tenant's
  use or occupancy of the Premises, (vi) the conduct of its business, (vii)
  from any activity, work, or thing done, permitted or suffered by Tenant
  in or about the Premises, or (viii) from the condition of the Premises. 
  Tenant shall further defend, indemnify and hold Landlord harmless from
  any and all claims arising in whole or in part from any breach or default
  in the performance of this Lease by Tenant, and/or arising in whole or
  in part from any act of Tenant, or of its agents or employees, and from
  all costs, attorneys' fees, expenses and liabilities incurred directly
  or indirectly as a result of any such act and/or claim. Tenant, as a
  material part of the consideration to Landlord, hereby assumes all risk
  of damage to property or injury to persons, in, upon, or about the
  Premises from any cause, and Tenant hereby waives all claims in respect
  thereto against Landlord. Landlord shall in no event be liable for loss
  of or damage to any property by vandalism, theft or otherwise, or for any
  injury or damage to persons or property resulting from fire, explosion,
  falling plaster, steam, gas, electricity, water or rain which may leak
  from any part of any building or from the pipes, appliances or plumbing
  works therein, or from the roof, street or subsurface, or from any other
  place resulting from dampness, or from the
  elements or any other cause whatsoever. Landlord shall not be liable for
  interference with the natural light. Tenant shall give immediate notice
  to Landlord of any fire, accident or defect discovered with the Premises
  or the building of which the Premises are a part. Tenant acknowledges
  that it can protect itself against some or all of the foregoing risks by
  procuring appropriate insurance. Tenant's indemnification obligations
  shall survive the expiration or earlier termination of this Lease or upon
  the termination of Tenant's right of possession, whether by lapse of time
  or otherwise.
  
  (b)  Tenant shall, at Tenant s sole cost and expense, as of the
  Commencement Date maintain fire and extended coverage insurance
  throughout the term of this Lease in an amount equal to one hundred
  percent of the replacement value of Tenant's fixtures, furnishings,
  equipment and other personal property located on the Premises, together
  with such other insurance as may be required by Landlord's lender or by
  any government agency. All proceeds of Tenant's policy of fire and
  extended coverage insurance shall be payable to Tenant, and all proceeds
  of policies of insurance procured by Landlord shall be payable to
  Landlord. Tenant hereby waives any right of recovery from Landlord and
  Landlord hereby waives any right of recovery from Tenant for any loss or
  damage (including consequential loss) resulting from any of the perils
  insured against in the insurance policies required to be maintained
  hereunder. During the Term,  Tenant shall, at Tenant's sole cost and
  expense, maintain general public liability insurance against claims for
  personal injury, death or property damage occurring in, upon or about the
  Premises. The limitation of liability of such insurance shall be not less
  than Two Million Dollars in respect to injury or death of one person and
  to the limit of not less than Two Million Dollars in respect to any one
  accident and to the limit of not less than Five Hundred Thousand Dollars
  in respect to property damage. All of Tenant's policies of liability
  insurance shall be obtained by Tenant in an "occurrence" form and shall
  name Landlord as an additional insured or loss payee, as appropriate. All
  policies of insurance or copies thereof required to be carried by Tenant
  under this Article 12 shall be delivered to Landlord prior to the
  Commencement Date and thereafter at least thirty days prior to the
  expiration of the then current policies. Each policy shall contain an
  endorsement prohibiting cancellation or non-renewal without at least 30
  days prior notice to Landlord. 
             
  
  12. Fire and Casualty
  
  If the Premises are wholly or partially destroyed or damaged by
  fire or other casualty, Landlord shall restore the Premises with
  reasonable diligence; provided, however, that Landlord shall have no
  obligation to restore improvements not originally provided by Landlord
  or to replace any of Tenant's fixtures, furnishings, equipment or
  personal property; and provided further that Landlord need not commence
  repairs until insurance proceeds are available and are released in a
  sufficient amount for such purpose by any lender holding a lien on all
  or part of the Center. Proceeds of insurance payable with respect to a
  fire or other casualty shall be received and held by Landlord.
  Notwithstanding the foregoing, in the event the Premises are destroyed
  or damaged by any fire or casualty to the extent of not less than
  twenty-five percent of the replacement cost thereof, or if the fire or
  casualty occurs within the last three years of the Term, then Landlord
  shall have the option to terminate this Lease by giving notice to Tenant
  within sixty days after the occurrence of such damage or destruction, in
  which case Landlord shall retain all insurance proceeds with respect to
  the Premises as its own property and shall not be required to spend any
  more on the restoration than the amount of proceeds actually received by
  Landlord.  If Landlord does not terminate this Lease as provided above,
  this Lease shall continue in full force and effect, but Minimum Annual
  Rent shall equitably abate until the restoration is substantially
  complete.  However, in the event it is determined that Tenant's ability
  to continuously operate and conduct business on the Premises is not
  hindered, then Minimum Annual Rent shall abate in proportion to the
  Premises under restoration. The provisions of this Lease shall govern
  when this Lease shall be terminable as a result of a fire or casualty,
  and no other rule or statute on the subject shall apply.
  
  13. Condemnation
  
  In the event the entire Premises shall be appropriated or taken
  under the power of eminent domain, this Lease shall terminate and expire
  as of the date of such taking. In the event more than twenty-five percent
  of the Premises is taken under the power of eminent domain, or if by
  reason of any appropriation or taking, regardless of the amount so taken,
  the remainder of the Premises is not one undivided parcel of property,
  either Landlord or Tenant shall have the right to terminate this Lease
  as of the date Tenant is required to vacate a portion of the Premises
  upon giving notice in writing of such election within thirty days after
  receipt by Tenant from Landlord of written notice that the Premises have
  been so appropriated or taken. If neither Landlord nor Tenant elects to
  so terminate this Lease, or in the event less than twenty-five percent
  of the Premises shall be appropriated under the power of eminent domain
  by any public or quasi-public authority, and the remainder thereof is an
  undivided parcel of property, then Landlord shall restore the Premises
  to the extent practicable to their condition prior to the taking,
  provided that no such restoration need commence until the condemnation
  proceeds are available and released in a sufficient amount for such
  purpose by any lender holding a lien on all or part of the Center and
  further provided that Landlord shall not be required to spend more than
  the condemnation proceeds actually received by Landlord, and thereafter
  the Minimum Annual Rent shall be reduced on an equitable basis, taking
  into account the relative value of the portion taken as compared to the
  portion remaining. All awards or compensation for any taking of any part
  of the Premises, whether payable to Landlord or Tenant, shall be the sole
  property of Landlord. Notwithstanding anything to the contrary contained
  herein, Tenant shall be entitled to receive any portion of an award of
  compensation relating to damage to or loss of trade fixtures or other
  personal property belonging to Tenant, and Landlord shall be under no
  obligation to restore or replace Tenant's furnishings, fixtures,
  equipment and personal property. For the purposes of this Article 14, a
  voluntary sale or conveyance in lieu of condemnation shall be deemed an
  appropriation or a taking under the power of eminent domain. 
  
  14. Assignment and Subletting; Sale by Landlord
  
  (a)  Tenant shall not, either voluntarily or by operation of
  law, assign, hypothecate or transfer this Lease, or sublet the Premises
  or any part thereof, or permit the Premises or any part thereof to be
  occupied by anyone other than Tenant or Tenant's employees (individually,
  a  Transfer ), without the Landlord's prior written consent ("Transfer
  Notice") which shall not be unreasonably withheld.   Landlord shall be
  under no obligation to give or withhold consent until after all
  information reasonably required by Landlord with respect to the identity,
  background, experience and financial worth of the proposed assignee,
  transferee, or subtenant (the  Transferee ) has been provided.  No
  hypothecation, assignment, sublease or other transfer to which Landlord
  has consented shall be effective for any purpose until such time as fully
  executed documents of such transaction have been provided to Landlord,
  and, in the case of an assignment, the assignee has attorned directly to
  Landlord, and in the case of a sublease, the sublessee has acknowledged
  that the sublease is subject to all of the terms and conditions of this
  Lease. Any assignment, mortgage, transfer or subletting of this Lease
  which is not in compliance with the provisions of this Article 15 shall
  be voidable by Landlord and shall, at the option of Landlord, terminate
  this Lease.  Any differing of use or extension of use by Tenant or any
  Transferee will, at the option of Landlord terminate this Lease. The
  consent by Landlord to an assignment or subletting shall not relieve
  Tenant from obtaining the express written consent of Landlord to any
  further assignment or subletting or release Tenant from any liability or
  obligation hereunder, whether or not then accrued. Except as provided in
  this Article, this Lease shall be binding upon and inure to the benefit
  of the successors and assigns of the parties. 
  
  (b)  In the event of a sale or conveyance by Landlord of the
  Premises, Landlord shall be relieved of all future liability upon any of
  the covenants or conditions, express or implied, in favor of Tenant, and
  Tenant shall look solely to Landlord's successor in interest. This Lease
  shall not be affected by any sale, and Tenant shall attorn to the
  successor in interest. If any Security Deposit has been made by Tenant,
  the successor in interest shall be obligated to return it in accordance
  with the terms hereof and Landlord shall be discharged from any further
  liability in reference thereto. 
  
  (c)  If any rent of other monetary payment due under the terms
  of this Lease is made by check wherein the payor is other than the Tenant
  herein, acceptance thereof shall in no way constitute acceptance by
  Landlord of any assignment or subletting. Any assignment or subletting
  must comply with the conditions of this Article 15.
  
  15. Estoppel Certificate
  
  (a)  Tenant shall at any time and from time to time upon not
  less than ten days' prior written notice from Landlord execute,
  acknowledge and deliver to Landlord a statement in writing (i) certifying
  that this Lease is unmodified and in full force and effect (or if
  modified, stating the nature of such modification and certifying that
  this Lease, as so modified, is in full force and effect) and the dates
  to which the rental and other charges are paid in advance, if any; (ii)
  acknowledging that there are not, to Tenant's knowledge, any uncured
  defaults on the part of Landlord hereunder, or specifying such defaults
  if they are claimed; and (iii) certifying such other matters relating to
  this Lease as Landlord may reasonably request. Any such statement may be
  relied upon by any prospective purchaser or encumbrancer of all or any
  portion of the real property of which the Premises are a part. 
  
  (b)  Tenant's failure to deliver a statement within the time
  prescribed by Landlord in its request for same shall be conclusive upon
  Tenant (i) that this Lease is in full force and effect, without
  modification except as may be represented by Landlord, (ii) that there
  are no uncured defaults in Landlord's performance, and (iii) that not
  more than one month's rental has been paid in advance. 
  
  16. Landlord's Remedies
  
  (a)  The following shall constitute events of default: 
   
  (i) Tenant's failure to pay any amount due under Article
  2, Article 5(b) or Article 7 of this Lease within 5 days of when due, or
  Tenants failure to pay any other amount due under this Lease within 5
  days after notice from Landlord. 
   
  (ii) Tenant's failure to execute, acknowledge and return
  an estoppel certificate under Article 16 or a subordination agreement
  under Article 19, within ten days after request. 
   
  (iii) Tenant's failure to perform any other obligation
  under this Lease within fifteen days after notice of nonperformance;
  provided, however, that if the breach is of such a nature that it can be
  cured but it cannot be cured within fifteen days, Tenant shall be deemed
  to have cured if cure is commenced promptly and diligently pursued to
  completion with completion accomplished within 30 days of the original
  notice of nonperformance; and provided further, that in the event of a
  breach involving an imminent threat to health or safety, Landlord may in
  its notice of breach reduce the period for cure to such shorter period
  as may be reasonable under the circumstances. 
   
  (iv) Tenant vacates, abandons, or otherwise ceases to
  operate the Premises on a continuing basis except temporary absence,
  excused by Landlord in its sole discretion, by reason of fire, casualty,
  or other cause wholly beyond Tenant's control. 
   
  (v) Any goods, chattels or equipment of Tenant are taken
  in execution or in attachment or if a writ of execution is issued against
  Tenant or if Tenant or any guarantor becomes insolvent or files a
  petition under the Bankruptcy Act or becomes bankrupt or takes the
  benefit of any statute that may be in force for bankrupt or insolvent
  debtors or becomes involved in voluntary or involuntary winding-up
  proceedings or if a receiver shall be appointed for the business,
  property, affairs or revenues of Tenant or any guarantor (provided,
  however, that in the case of involuntary proceedings, Tenant shall have
  60 days to cause them to be dismissed), or if Tenant makes a bulk sale
  of its goods or moves or commences, attempts or threatens to move its
  goods, chattels and equipment out of the Premises other than in the
  normal course of its business. 
   
  (b)  Upon the occurrence of an event of default, Landlord, at
  any time thereafter without further notice or demand, may, in addition
  to all of its rights and remedies at law and/or at equity,  exercise any
  one or more of the following remedies concurrently or in succession, all
  of which shall be cumulative: 
   
  (i) Terminate Tenant's right to possession of the Premises
  by legal process or otherwise, with or without terminating this Lease,
  and retake exclusive possession of the Premises. 
   
  (ii) From time to time relet all or portions of the
  Premises, using reasonable efforts to mitigate Landlord's damages. In
  connection with any reletting, Landlord may relet for a period extending
  beyond the term of this Lease and may make alterations or improvements
  to the Premises without releasing Tenant of any liability. Upon a
  reletting of all or substantially all of the Premises, Landlord shall be
  entitled to recover all of its then prospective damages for the balance
  of the Lease term measured by the difference between amounts payable
  under this Lease and the anticipated net proceeds of reletting during the
  remaining Term. In no event shall Tenant be entitled to receive any
  amount representing the excess of avails of reletting over amounts
  payable hereunder. 
   
  (iii) From time to time recover accrued and unpaid rent
  and damages arising from Tenant's breach of the Lease, regardless of
  whether the Lease has been terminated, together with applicable late
  charges and interest. 
   
  (iv) Enforce the statutory landlord's lien on Tenant's property. 
   
  (v) Recover all reasonable attorneys' fees incurred by
  Landlord in connection with enforcing this Lease, recovering possession
  and collecting amounts owned. 
   
  (vi) Perform the obligation on Tenant's behalf and recover
  from Tenant, upon demand, the entire amount expended by Landlord plus 20%
  for special handling, supervision, and overhead. 
  
  (vii) Terminate this Lease by giving written notice of
  such intention to terminate. In the event that Landlord elects to
  terminate this Lease, then Landlord may recover from Tenant:
  
  (a) All unpaid Rent owed by Tenant as of the date
  of termination;                          plus
                   (b) All Rent which would have been payable by
    Tenant under this Lease but for its termination until the
    time of award; plus
    (c) All Rent under the Lease for the balance of
    the Term after the time of award; plus
  (d) All other damages incurred by Landlord as a
  result of Tenant s                 default.
            default.
       Although defined elsewhere, the parties acknowledge that the term 
  Rent  shall be deemed to be and mean the Annual Minimum Rent and all
  other sums required to be paid by Tenant pursuant to the terms of this
  Lease.         
   
  (viii) Pursue other remedies available at law or in equity. 
   
  (c)  Upon a termination of Tenant's right to possession,
  whether or not this Lease is terminated, subtenancies and other rights
  of persons claiming under or through Tenant: (i) shall be terminated or
  (ii) Tenant's interest shall be assigned to Landlord. Landlord may
  separately elect termination or assignment with respect to each such
  subtenancy or other matter. 
  
  17. Notices
  
  All notices to be given by one party to the other under this
  Lease shall be in writing, mailed or hand-delivered to each at the
  address to the individual, set forth at the end of this Lease or at a
  changed address if notice of the change is given to the other party in
  writing. In the case of notice to Tenant after Tenant takes possession
  of the Premises, notice shall be sufficient if mailed or delivered to the
  address of the Premises.  Mailed notices shall be sent by United States
  certified or registered mail, postage prepaid. Such notices shall be
  deemed to have been given upon posting in the United States mail. Actual
  notice shall be no substitute for written notice under any provision of
  this Lease. 
   
  18. Subordination
  
  Landlord expressly reserves the right at any time to place ground
  leases, liens and encumbrances on and against the Premises and the Center
  (collectively, the  Title Matters ), superior in lien and effect to this
  Lease and the estate created hereby. Tenant acknowledges that there may
  currently exist any such Title Matters which are superior in lien and
  effect to this Lease and the estate created hereby. This provision shall
  be self-operative, but Tenant shall nevertheless execute upon request
  subordination agreements presented by Landlord to confirm the superiority
  of the Title Matters.
  
  19.  Authority to Execute
  
  Any individual executing this Lease on behalf of or as a
  representative for a corporation or other person, firm, partnership or
  entity represents and warrants that such individual is duly authorized
  to execute and deliver this Lease on behalf of said corporation, person,
  firm, partnership or other entity and that this Lease is binding upon
  said entity in accordance with its terms. If Tenant is a corporation,
  Tenant shall deliver to Landlord within fifteen days after the execution
  hereof a certified copy of a resolution of the Board of Directors of said
  corporation authorizing or ratifying the execution and delivery of this
  Lease by the individuals executing and delivering same on behalf of
  Tenant.
                         
  20. Brokers
  
  Landlord and Tenant each covenant that they have not dealt with
  any real estate broker or finder with respect to this Lease and each
  party shall hold the other party harmless from all damages, claims,
  liabilities or expenses, including reasonable and actual attorneys' fees
  (through all levels of proceedings), resulting from any claims that may
  be asserted against the other party by any real estate broker or finder
  with whom the indemnifying party either has or is purported to have
  dealt.    
  
  21. Arbitration
  
          All controversies, disputes or claims arising between Landlord
  and Tenant in connection with, arising from, or with respect to this
  Lease or any agreement related to this Lease between the parties shall
  be submitted for binding arbitration in accordance with rules of the
  American Arbitration Association or any successor thereof.  Arbitration
  shall be conducted solely on an individual, not a class-wise basis,
  unless all parties so agree.  Venue of such arbitration shall be set in
  Maricopa County, Arizona.  Each party shall select one arbitrator (who
  shall not be counsel for the party) and the two so designated shall
  select a third arbitrator.  If either party shall fail to designate an
  arbitrator within ten (10) days after arbitration is requested, or if the
  two arbitrators shall fail to select a third arbitrator within twenty
  (20) days after arbitration is requested, then such arbitrator shall be
  selected by the American Arbitration Association or any successor thereto
  upon application of either party.  Judgment upon any award of the
  majority of arbitrators shall be binding, final and non-appealable and
  shall be entered in a court of competent jurisdiction.  The award of the
  arbitrators may grant any relief which might be granted by a court of
  general jurisdiction including, without limitation, an award of damages
  and/or injunctive relief, and the costs of the arbitration, including the
  reasonable fees of the arbitrators and reasonable attorney s fees.  All
  issues relating to the arbitrability or the enforcement of the agreement
  to arbitrate contained herein shall be governed by the Federal
  Arbitration Act (9 U.S.C.   1 et. seq.) and the Federal Common Law of
  Arbitration.
                         
  22. Americans with Disabilities Act
  
  Landlord and Tenant hereby acknowledge that the Americans with
  Disabilities Act (the  ADA ) may affect Tenant s use and occupancy of the
  Premises and requires Tenant to modify or alter the design, layout or
  other physical elements of the interior of the Premises or provide
  auxiliary services in connection with its business operations. Tenant
  shall comply in all respects with the requirement of the ADA as it
  affects Tenant s use and occupancy of the Premises throughout the Term,
  and Tenant acknowledges that, notwithstanding any modifications to the
  Common Areas which may be made by Landlord in order to conform such areas
  with the requirements of the ADA,  Landlord makes no representation or
  warranties regarding the compliance of the Premises of the Center with
  the ADA, nor shall Landlord have any obligations or liabilities to Tenant
  to construct any modifications or alterations to the interior of the
  Premises in order to comply with the ADA.
  
  23. General Provisions
  
  (a)  This Lease and the obligations of Tenant hereunder shall
  not be affected or impaired because Landlord is unable to fulfill any of
  its obligations hereunder or is delayed in doing so if such inability or
  delay is caused by reason of any strike, lockout, civil commotion,
  war-like operations, invasion, rebellion, hostilities, military or
  usurped power, sabotage, governmental regulations or controls, inability
  to obtain any material, service or financing, Act of God or other cause
  beyond the control of the Landlord. 
  
       (b)  Landlord shall have the right to, from time to time, make
  rules and regulations for the Center and its operations. Tenant and its
  officers, agents, and employees, agree to comply with the rules and
  regulations established by Landlord and with such modifications and
  additions as Landlord may hereafter make for the Center.  Any violation
  of the rules and regulations shall constitute a material breach of this
  Lease. 
  
       (c)  The article captions contained in this Lease are for
  convenience only and shall not be considered in the construction or
  interpretation of any provision. The masculine, feminine or neuter gender
  and the singular or plural number shall be deemed to include the others
  whenever the context so requires or indicates.
   
  (d)  This Lease contains all of the agreements of the parties
  hereto with respect to any matter covered or mentioned in this Lease, and
  no prior agreement or understanding pertaining to any matter shall be
  effective for any purpose. No provision of this Lease may be amended or
  added to except by an agreement in writing signed by the parties hereto
  or their respective successors in interest. 
   
  (e)  Submission of this instrument for examination shall not
  bind Landlord in any manner, and no lease or obligations of  Landlord
  shall arise until this instrument is signed and delivered by authorized
  officers of Landlord and Tenant. 
   
  (f)  No rights to light or air over any property, whether
  belonging to Landlord or any other persons, are granted to Tenant by this
  Lease. 
   
  (g)  No waiver by Landlord of any provisions of this Lease or
  any breach by Tenant hereunder shall be deemed to be a waiver of any
  other provision hereof, or of any subsequent breach by Tenant of the same
  or any other provision. Landlord's consent to or approval of any act by
  Tenant requiring Landlord's consent or approval shall not be deemed to
  render unnecessary the obtaining of Landlord's consent to or approval of
  any subsequent act of Tenant, whether or not similar to the act so
  consented to or approved. No act or thing done by Landlord or Landlord's
  agent during the term of this Lease shall be deemed an acceptance of a
  surrender of the Premises, and no agreement to accept a surrender shall
  be valid unless in writing and signed by Landlord. No employee of
  Landlord or of Landlord's agents shall have any power to accept the keys
  to the Premises prior to the termination of this Lease, and the delivery
  of the keys to any employee shall not operate as a termination of the
  Lease or a surrender of the Premises. 
  
       (h)  Time is of the essence of this Lease. 
  
  (i)  All exhibits attached hereto are incorporated herein by
  this reference.
  
  (j)  The parties hereto agree that all the provisions hereof
  are to be construed as covenants and agreements as though the words
  importing such covenants and agreements were used in each separate
  paragraph hereof.  This Lease is the result of negotiations between
  Landlord and Tenant, who each had the opportunity to obtain legal advice
  regarding the same.  This Lease shall not be construed for or against
  Landlord or Tenant on the basis of which party physically served as
  scrivener of this Lease.
  
  (k)  Nothing contained in this Lease shall be deemed or
  construed by the parties hereto or by any third person to create the
  relationship of principal and agent, partnership, joint venture, or any
  other association between Landlord and Tenant other than the
  landlord-tenant relationship described herein.
  
  (l)  In the event either party shall commence or be required
  to defend any action or proceeding against any other party by reason of
  any breach or claimed breach of any provision of this Lease, to commence
  or defend any action or proceeding in any way connected with this Lease
  or to seek a judicial declaration of rights under this Lease, the party
  prevailing in such action or proceeding shall be entitled to recover from
  or to be reimbursed by the other party for the prevailing party's
  reasonable attorneys' fees and costs through all levels of proceedings.
  
  (m)  If any provision of this Lease or the application thereof
  to any person or circumstance shall be deemed invalid or unenforceable,
  the remainder of this Lease and its application to other persons or
  circumstances shall not be affected by such partial invalidity but shall
  be enforced to the fullest extent permitted by law as though such invalid
  or unenforceable provision was never a part hereof.
  
  (n)  This Lease shall be construed in accordance with the laws
  of the State of Arizona without regard to its principles of choice of
  law, and the parties agree that jurisdiction for all actions hereunder
  shall lie therein.
  
  (o)       This Lease shall be governed by the laws of the State of
  Arizona. 
  
  LANDLORD:                              ADDRESS:
  
  Pinnacle Citadel, L.L.C.               23733 North Scottsdale Road  
  an Arizona limited liability company   Scottsdale, Arizona 85255 
                                   
                  
  By:  Prime Pinnacle Peak Properties, 
  Inc., an Arizona corporation, 
  Its Managing Member 
  
   
  By:  ____________________________
  James E. Acridge, President
  
   
  TENANT:                            ADDRESS:
   
  Giant Industries Arizona, Inc.     23733 North Scottsdale Road
  an Arizona corporation             Scottsdale, AZ 85255
                                  
  By:  _________________________
  Its: _________________________